“So, from what I’ve gathered, you need formalwear -- probably a suit -- several sets of casual clothing, several sets of underwear, and… what did you say? Shoes? We wear some items on our feet, when the occasion demands, but none here wear them constantly, as you mentioned. Those will take more time. But for now…” Rarity began moving quickly around me, measuring and running hooves up and down my body in clean, practised motions. My unique body is a non-issue for measurements, I suppose. This was all fine, and a fairly new experience for me -- I wasn’t in the habit of getting anything tailored -- up until the unicorn measured my… hips. Or thighs, or something. Point is, gentle, soft hooves ran their way up underneath the little towel that was preserving my dignity (fragile as that might be after arriving naked and in that gods forsaken potato salad), and right along my butt.

I nearly jumped into the ceiling.

“What’s wrong, my dear? Did I hurt you?” Rarity asked, worry painted across her face.

“Ah, er, no, I just --” I noticed the blush coming back to my face, and wondered vaguely if I could have the blood vessels there surgically removed. “I uh, at home, we -- that’s…” I trailed off, not sure how to explain my reaction in a way that didn’t sound pervy. Fortunately for me, my body made certain that I seemed pervy.

Rarity was staring at me. Down at me. My little towel was imitating a tent, supported by my… tentpole. I know. I’m a master of euphemism. I stammered and tried to back away from the little pony, but she followed me, apparently fascinated.

“My dear, what on Equestria is wrong?” Her voice had taken on a strange tone. She trotted up as my back hit a wall. My towel waggled dangerously. As a paragon of smoothness and general social skills, I said:

“Guh. Buh?”

Nailed it.

Rarity, not fluent in idiot, gently moved the towel aside and stared at my… member.

Real quick: There’s a very fine line between your “genitalia” and your “cock/pussy.” And like so many things in life, it’s all down to context. Girl sucking you off? It’s a cock. Using the bathroom? That’s a penis. We’re skirting that line pretty hard (heh) right now, but if I’m sitting there stammering and blushing, it’s still “my manly bits.”

“What is...?” Rarity’s tape measure, still floating, shot out again and wrapped around my -- wait for it -- steadily hardening cock, apparently measuring. “It seems too small to be…” That finally broke me out of my stupor.

“Oh come on, it’s average at worst!” I said, bringing my hands around to wave off the yellow tape wrapped around me. Before it got close though, a vaguely familiar feeling stopped me mid-movement. Rarity, now staring up at my face, tightened the measure. I shuddered and groaned. She raised an eyebrow and smiled.

“Well, Mark, I have to say, I have been around the block, so to speak, but I’ve never had the pleasure of anypony quite like yourself.” She frowned for a moment. “Anyhuman?”

“Believe me, I’ve been wondering about the same thing this whole time,” I said.

“Oh really,” asked Rarity. Her eyes drooped, and her mouth curled upwards. “Well Mark…” The tape measure tightened around me, and I groaned. I couldn’t help it. She had misunderstood me, but luckily, I was too stupefied to correct her. Eroticism is effective even when it’s a pastel-colored pony. … Apparently. “Luckily for you, I am very interested in… pleasure.” Her head dipped, and as it did, the tape measure wrapped, snake-like, around my cock, and tightened even further.

Her head, and more importantly, her mouth, approached my now-throbbing cock… and stopped. I could feel light, gentle breath brushing against me, and the tough plastic of the measure, but, well, none of what I was expecting. I looked down again to see the pony staring up at me, smiling like a fox.

“I… aren’t you… ?” I managed, gasping. The measure tightened even more, almost to the point of pain. I moaned, enjoying the feeling more than I expected to.

“Aren’t I what, darling?” She blew on the head of my cock. I tried not to scream, managing to groan yet again. The combination of the tape measure, the far-too-gentle stimulation of her breath, and the proximity of a woman -- mare that was getting sexier by the second were driving me mad.

“Are… please…” I whispered. Rarity snaked up next to my face, the side of her butt brushing ever-so-slightly against my member, my arousal starting to actually cause me pain.

“Tell me,” she purred into my ear, “What you want.”

“I want --” I gasped as the unicorn’s butt rubbed against me again. She was so soft. “I want you.”

“Mmmmm…” She trailed down my body, running a hoof across my chest. She arrived once again at my groin, released the tape measure, raised my cock, and gave the underside one long, slow lick. I doubled over and tried to guide Rarity’s mouth where I wanted it, but once again my hands were stopped mid-motion. I just had time to mumble in surprise before that damn tape measure was wrapped around my wrists and pulling them back up above my head. In seconds, I was pinned to the wall. “I want you as well, Mark… but I only play by my rules.”

“I, uh, whatever you say, Rarity, just, please --”

“First, you will call me Ms. Rarity,” she said, walking towards me. “Second… should you want something from me, darling, you need only ask.”

“Please, Ms. Rarity… please suck on it.” Suddenly the unicorn was back at my ear yet again, running a hoof slowly up and down my cock, but barely touching it.

“Close,” she murmured. She took her hoof away and I groaned. “But I’m not sure you really meant it… maybe if you… begged.”

“Please, Ms. Rarity, please, please suck my cock. I’ll do whatever you want, I just need you right now.” As I finished the sentence, she dropped her head back down, and, without warning, slid her mouth around my shaft. She turned her eyes up to meet mine, and I lost all control. Her tongue, her face, and the odd, exotic eroticism were far too much.

I came. Hard. My knees buckled, but the tape measure kept me held in place and dug into my wrists; the counterpoint offered by this sudden pain made my orgasm even more intense and I yelled out as Rarity calmly and expertly sucked up every drop of my cum.

As my shuddering stopped and my Equestria-rattling orgasm subsided, Rarity released my cock with a small pop noise, eliciting one final shudder from myself.

“Well now…” she said, wiping at a corner of her mouth. “You seemed to enjoy enjoy that. Do mares where you’re from not know how to please a man?” I laughed nervously, trying to catch my breath.

“They uh… hoo… they don’t pay me much attention, to be honest,” I said.

“Whyever not?” She looked me up and down, as if she hadn’t gotten a good look at me before sucking me dry. “I will admit that I’m not a good judge per se, but I hardly think you’re unattractive.” I tried, very, very hard to not raise an eyebrow at the -- and I feel, once again, that this is an important point -- bright white unicorn who had never seen a human before today.

“I… thank you, Rarity,” I said, not meeting her eyes. The tape measure still had me pinned to the wall, or I likely would have tried curling up into a ball. There was silence between us for a moment, and then I felt two soft points pressing against my chest. I looked up and was instantly caught in a very wet (and slightly salty) kiss. A few breathless moments later, she pulled back, smiled gently, and said:

“That’s Ms. Rarity, my little toy.” Even through my sudden ego deflation, my Little Penis that Could rose to the occasion. “And you have yet to please me.” I felt something grip my cock as it stiffened once again, and it took me a moment to realize that she was gripping me with her -- and I gotta say, this is still really god damn weird -- unicorn magic. It tingled pleasantly, but otherwise felt like a sort of… porous hand. Air got through, and so my head and shaft were still cooling (the leftover saliva made for an excellent coolant), but as I gasped, it felt as though a delicate, gentle hand was massaging me back to life.

“Ohhhh god, Ms. Rarity, that feels so good,” I moaned. Her lips met mine again, and I felt something warm and very, very wet rub against my cock. It twitched, and my whole body twitched with it, already reacting strongly to this ridiculously sexy unicorn.

“I’m glad, little toy,” she said. “But, unfortunately… I’m not worried about you.” Rarity retreated from me, strutting back towards the table.

“Hey, uh, Rarity, I hate to kill the mood, but I’m starting to lose feeling in my arms.” I wiggled my hands ineffectually.

“Oh! I am so sorry, my dear, let me help you with that.” As she spoke, the tape measure slid down the wall and loosened somewhat, giving me just enough play to allow me to readjust with my hands behind my back. I sighed with relief. “Better?”

“Yup, thanks, I can feel my hands again,” I said, laughing.

“Well that’s excellent…” Rarity’s voice descended into “sultry” ranges once again. “Because I need my toy feeling good if he’s going to please me.”

“Mm, of course, Ms. Rarity, anything you want.” Rarity turned back towards the table, flipped her head towards me over her shoulder, and gave me the dirtiest look I’ve ever seen. Her curled, purple tail shifted slightly, and there, glistening where I was nearly certain there had been nothing before, was a very wet pussy.

“I want you, toy,” she said, “To rut me until I cum.” Were it possible for my cock to get any harder, it would have done so then. The mare walked back towards me, managing with no shoes and four legs an unbelievable emulation of a woman strutting in high heels, and stopped just in front of my face. “But what do you want, little plaything?”

“I want to… rut you until you cum, Ms. Rarity,” I said calmly. She smiled, and slowly, gently turned on the spot. Her coat barely (but very deliberately) rubbed along my throbbing cock as she spun, and after a moment I was head to labia with her dripping pussy.

“Well?” she said. “Don’t let me stop you.” I hardly needed the encouragement. I thrust forward, right into… nothing. Rarity had shifted slightly forward as well, bringing her juuuuust far enough that only the the head of my cock was pressing against her, and even then, only barely.

“I… Ms. Rarity, I can’t reach you if you move away from me.” I struggled against the tape measure, hoping it had loosened or simply freed me, so I could fuck Rarity in earnest.

“What’s this? All these promises, and yet when it comes time to deliver, you claim you can’t do it?” Rarity tutted. “I really must do everything, musn’t I.” I felt her lean back, and I groaned as my cock finally slid inside her pussy… and stopped halfway in. Rarity watched me over her shoulder as if waiting for something. “Well? I’ve met you halfway, so to speak. Aren’t you going to please your mare?”

I struggled against the measure, but after a moment found that, if I let it dig into my wrists slightly, I could pull far enough forward to thrust fully into the beautiful unicorn in front of me. There was a round of gasping and moaning from both sides as I began furiously pounding into Rarity as fast as I could manage.

The mare’s pussy was somehow better than any woman’s back home (alright, fair’s fair: I haven’t been with too many women, but still, it was great). I could have been imagining it, but it seemed wetter than anything I’d ever seen before, and Rarity was, apparently, an expert at working her… intimate muscles.

Each thrust was a pleasurable burst of pain, but as I tried to pull back, Rarity’s walls clenched around me, sucking at my cock and making it difficult to retreat enough to thrust again. I groaned in frustration and enjoyment, and I heard a small, throaty chuckle from her as she realized the effect she was having.

Even through the restraint from both sides, I was coming dangerously close to exploding. I tried to thrust harder, digging the tape measure further into my wrists, but as I did… Rarity walked forward, just out of reach. I cried out in frustration and thrust instinctually into nothing while the unicorn just stared at me, smiling and licking her lips.

“Little toy…” she growled, “Didn’t I tell you already? You’re here for my pleasure now.” I felt the tape measure move, pulling me down the wall. “Now… if you can make me cum, then we’ll see about your little problem.” I slid awkwardly to keep up with the measure -- and, by extension, my own wrists -- until I was sitting, hands resting on the floor. After a moment, the measure loosened, and one hand came free. Before I had a chance to relax, however, my still-wrapped hand dragged me sideways, and slowly pulled me onto my back. A second measure appeared out of nowhere to recapture my other hand, and as I tried half-heartedly to struggle against it, Rarity stepped over my face. A very specific part of her was over my face, actually.

I moaned as she dripped onto my cheek.

“I certainly hope you’re hungry, new toy,” she said. And before I could answer, I was being smothered by her sopping, pulsing pussy.

She was delicious. I didn’t know quite what to expect, but I can tell you I wasn’t expecting salt mixed with a sort of sweet, floral flavor. A bit like Turkish Delight, actually, though with less emphasis on the rosy flavor. I shoved as much of my face into her Delightful (you’re welcome) pussy as I could manage, drinking up the juices that were already flowing freely from her folds. Rarity gasped, even her moans sounding utterly feminine and adorable, and I took that as a cue to flick my tongue upwards. I didn’t know if ponies had clits, and I certainly didn’t know where those would be, but I was rewarded with a cry, a sudden, hard push against my tongue, and a small squirt spraying my face.

Never one to relinquish an advantage, I tilted my face up, trying to get a better angle on whatever it was that Rarity was enjoying so much. I found a likely nub with my lips and struck, locking my lips around it and rolling it with my tongue. The mare above me screamed and began humping my face, reaching down with a hoof to force me against her clit as firmly as possible. Her breath sped up, becoming a sort of squeak, and just as I was wishing I had my hands free so I could finish her off, she lifted away from my face. I opened my eyes, but before I could form a question, I felt a tingle that was getting a little too familiar wrap around my shaft. I groaned as I felt my cock get pulled straight up, and gasped as Rarity slipped me inside her.

“Oh go-o-d, Rarity!” I yelled. “I’m already so close! Please, fuck me harder!” The mare froze on top of me, her pussy dripping around my hilt.

“It’s Miss Rarity, my toy. I’m afraid you’re going to have suffer a bit for forgetting,” said Rarity, a wicked smile growing on her face. “Now, I’m sorry to say, you aren’t allowed to cum until I say so.”

“Rarity, I --” She cut me off with a kiss, tongue stifling any arguments.

“No arguments, darling.” A string of saliva trailed between our mouths, broke, and our combined spittle dripped onto my chest. As if it was a starting shot, Rarity began frantically humping me, pussy clenching and squelching.

“Rarity, I’m already --”

“No no no, new toy, I didn’t say you could -- ah -- cum just yet.” She tightened around me, but I sucked in my breath, trying not to explode just yet. It was a close-run thing. Rarity, meanwhile, was gasping, breathing faster and faster. Her tongue lolled out as she bounced on my cock, and, well, that was about all I could take. Watching this mare, this strange but wonderful new female, as she so utterly lost herself in pleasure…

I thought my last orgasm had been powerful, but this… Frankly, I’m surprised I survived it. My mouth opened, and I realized after a few seconds that I was yelling as I came. My eyes rolled back in my head, and my whole body shook. I was vaguely aware of something similar happening to the unicorn on top of me.

She screamed in tandem with me, constricting around my cock as I pumped wave after wave of cum into her, and cumming right alongside me. We both came down slowly, little shots of pleasure shaking us like the aftershocks of a major earthquake.

“Well that was…”

“Quite a lot of fun?” Rarity suggested. I laughed, still breathing hard.

“Well yes, definitely that,” I said. “But I was gonna say ‘unexpected,’ despite the cliche.” She rolled off of me and I felt the tape measures around my wrists go slack. The unicorn laughed.

“Yes darling, that certainly was unexpected… as was that finish. I do believe I said you were not allowed to cum until I said so,” she said. She smiled over at me, eyes still only half open.

“I uh… sorry. You’re really, really hot, Ms. Rarity.” And it was true. I hadn’t thought it when I came to this world, and I hadn’t given it much thought even as it happened, but, well, fucking was believing, I supposed. Rarity, with sweat-slicked mane and my cum dripping out of her mouth and pussy, was probably the hottest female I’d ever slept with. And she had initiated it. Strange world, Equestria.

Rarity giggled.

“You’re quite the looker yourself, Mr. Ableman,” she said. She got slowly to her feet and looked around the room. “Oh dear. We’ve made quite a mess, haven’t we?” Her horn glowed and her face furrowed, and a dense, purple fog began to fill the room. As soon as it had entirely filled the room, and I was beginning to worry about potential health effects of inhaling literal magic gas, there was a sharp exhalation, and the fog vanished.

Rarity was still where she had been, and was still trying to get her breath back, but the room and herself looked as though she hadn’t spent the last… however long it had been, fucking and getting fucked very, very hard.

“A little trick Twilight helped me work up after the last few times my sister came to stay with me,” Rarity said, managing to say “sister” like both an insult and a compliment in one word, as all true siblings are able to do. “Now, I do hate to, as they say -- ‘rut and run’ -- but I really do want to get started on making you clothing, and I can’t keep the shop closed all day.” I scrambled to my feet, penis flapping wild and free without even the towel to keep it in check.

“Oh, geez, I’m sorry Rarity, I didn’t mean to interrupt business, I just wanted to --” I stopped as she raised a hoof at me.

“No apologies, Mark. I wanted that as badly as you did, and besides, I am the owner. I technically could keep the shop closed all day, I’d just like to get to work on the challenge that is your body.” She grinned at me. “Though I suppose I have already begun that particular endeavor.” My towel flew in from wherever it had ended up in the… fracas, and it tied itself neatly around my waist once again.

“Er, at the risk of sounding… forward? Rude? Was this a one time thing, or…” I trailed the question away, not really liking how the sentence had come out, but Rarity just laughed.

“My dear, dear Mark… you owe me. You didn’t listen to my very explicit instructions so I would be offended, nay, scandalized if you did not return soon --” And here her eyes closed a bit, “ -- to rut me like the fine, two-legged stallion that you are.” I smiled in relief. “And really, dear, you must be more confident in yourself. You are very cute, but if you don’t put yourself out there, how will any mare know to look?”

I didn’t know quite how to respond to that. Confidence had never been a strong suit, but I hadn’t really worried about it. Of course, having a beautiful mare fuck you senseless was a pretty effective way to get you to pay attention, so I at least tried to take it to heart. Inside, anyways. Outside, I just shrugged half-heartedly.

“I’ve never really been told I was worth much,” I said. “Makes it pretty tough to then think of myself as being worth noticing, much less worth sleeping with.” Rarity’s face went stern.

“Darling, I work hard on looking good --” She gestured around the shop. “-- As you can tell, but at the end of the day, the reason everypony believes in my work is my attitude.” Her face softened back into a smile. “Bu-u-ut, I am realizing that now might not be the right time for this conversation.” She shook slightly and took a deep breath. “For now dear, I will get to work on your clothing. I should have your first set of clothing ready by tomorrow and…” She mumbled under her breath for a moment. “Ye-es, yes, I should have the rest ready by next week.”

“I… is there something I can do for you? In payment?” I asked. I was barely happy accepting gifts (much as I liked them), and -- while I desperately needed clothes -- I felt terrible having Rarity do so much for nothing.

“Mark. I told you, you needn’t worry about payment. If you really want to do something for me, mention to anypony who asks where you acquired your accoutrements.” Again, the unicorn affected a French accent on top of her usual one, pronouncing the final word like “uh-coo-treh-mon.”

“If… if you’re sure, Rarity,” I said. “I still feel bad about it.” She waved a hoof at me as she walked me back into the main showroom.

“Darling, I really don’t know what else to tell you. Frankly, I’d imagine that, at the very least, our… liaison would have built some trust between us,” she said.

“No! I mean! Yes, of course! But -- I -- dear god I’m bad at this.”

“Honestly Mark, I don’t mind. In fact, it is my pleasure --” and here she smacked my ass, which (while maybe deserved) caused me to jump a little, “-- to craft something for you. So please, please don’t worry about it, darling.”

“I… alright. I’ll find a way to make it up to you eventually.”

“I’m sure you will, darling.” She turned back towards her work room and stopped herself. “Oh, I nearly forgot: Where are you staying? Do you need somewhere to stay?”

“Oh, no, the, erm, Princesses are letting me stay in the castle for the time being.”

“The castle? Well I do always love to visit the castle; the beautiful architecture, the stunning tapestries… and the rather thick walls.” She smirked at me. “I’ll see you soon, Mark.”

I think I managed to mumble a goodbye, but I was pretty flustered at that point. I shuffled over to the exit, readjusting the towel that had done absolutely nothing to protect my modesty (such modesty as I had, at least).

Author's Note

Sixteen pages of setup for nine pages of bangin'... and it wasn't even with Luna. I'm ripping myself off with my own smut.